Office Order Authorizing the Merger of Invex Grupo Financiero, S.A. de C.V. as the Surviving Entity with Invex Administración I, S.A. de C.V. as the Merged Entity to be Dissolved

DOF: 14/12/2015

OFFICE ORDER authorizing the merger of Invex Grupo Financiero, S

A seal with the National Coat of Arms appears on the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Office No. UBVA/097/2013.

Invex Grupo Financiero, S.A. de C.V.

Present

This Ministry, through the Unit of Banking, Securities and Savings, based on the provisions of articles 31, fraction XXV of the Organic Law of the Federal Public Administration, 10 of the Law to Regulate Financial Groups; in exercise of the powers conferred by article 27, fractions XII and XXIII of the Internal Regulations of the Ministry of Finance and Public Credit, and in view of the following:

Background

By documents received in the Administrative Unit on June 28 and September 13, both in 2012, and April 5, 2013, Mr. Roberto Diez de Sollano Díaz and Mr. Luis Enrique Estrada Rivero, on behalf of and representing "Invex Grupo Financiero, S.A. de C.V.", based on the provisions of article 10 of the Law to Regulate Financial Groups, requested authorization from this Ministry to merge "Invex Grupo Financiero, S.A. de C.V." in its capacity as the surviving merging society with "Invex Administración I, S.A. de C.V." society that would result from the spin-off of "Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero".

The above, with the aim of carrying out a restructuring that seeks to relocate part of the businesses of "Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero";

From the content of the information and/or documentation presented by the petitioners, the following emerges:

a)

By office 102-E-366-DGSV-4075 of September 30, 1991, this Ministry through the then General Directorate of Insurance and Securities authorized the organization and operation of "Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero", in terms of the Securities Market Law;

b)

As part of the foreign business scheme of "Invex Grupo Financiero, S.A. de C.V.", by office 918 of January 21, 1992, the then National Securities Commission authorized "Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero" to acquire all the shares representing the social capital of "Invex Inc." society constituted under the laws of the state of Delaware, United States of America whose object is securities intermediation in foreign markets. Currently, the offices of "Invex Inc." are located in the city of Miami, Florida, United States of America;

c)

The main objective of the proposed restructuring comprises the relocation of "Invex Inc.", to integrate into the international business block of the group under the administration of "Invex Controladora, S.A.B. de C.V.", society that is the majority shareholder of "Invex Grupo Financiero, S.A. de C.V.";

d)

In order to be able to carry out the acts described in the previous subsection c), "Invex Grupo Financiero, S.A. de C.V." and "Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero" requested authorization from the National Banking and Securities Commission to carry out the spin-off of said brokerage firm, with said bursatile entity subsisting and a new one constituted under the name of "Invex Administración I, S.A. de C.V." to which the following would be transferred: (i) total assets for $ 472,281,800.00; (ii) total liabilities for $ 50,000.00, (iii) social capital for $ 381,691,690.00 and (iv) other capital accounts for $ 90,540,110.00;

e)

As a consequence of the spin-off described in the previous subsection d), in order to strictly comply with the applicable provisions, as well as to be able to carry out the proposed corporate restructuring, as a simultaneous act to the aforementioned spin-off, subject to the authorization subject of this office, the merger of "Invex Administración I, S.A. de C.V." with "Invex Grupo Financiero, S.A. de C.V." will take place, with the latter subsisting as the merging society, and

f)

By virtue of the acts described in the previous subsections d) and e), "Invex Grupo Financiero, S.A. de C.V." will not undergo any change in its integration, so it will continue to be integrated as follows:

(i)

"Invex Grupo Financiero, S.A. de C.V." (controlling society);

(ii)

"Banco Invex, S.A., Multiple Banking Institution, Invex Grupo Financiero";

(iii)

"Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero", and

(iv)

"Invex Operadora, S.A. de C.V., Operating Society of Investment Societies, Invex Grupo Financiero".

Likewise, "Invex Grupo Financiero, S.A. de C.V." participates in the majority of the social capital of "Invex, Servicios Corporativos, S.A. de C.V.", whose object is the provision of complementary or auxiliary services to the entities referred to in subsections (i) to (iv) above;

In view of the authorization request referred to in Background 1, this Ministry through the Deputy General Directorate of Banking and Securities, based on the provisions of article 10 of the Law to Regulate Financial Groups, requested the opinion of the National Banking and Securities Commission, through offices UBVA/DGABV/504/2012 and UBVA/DGABV/733/2012 dated July 9 and September 27, both in 2012 and UBVA/DGABV/331/2013 of April 29, 2013, as well as that of the Bank of Mexico, through the various UBVA/DGABV/505/2012, UBVA/DGABV/734/2012 and UBVA/DGABV/332/ 2013, of those same dates.

Likewise, in exercise of the powers conferred by article 28, fraction XXVIII of the Internal Regulations of this Ministry of Finance and Public Credit, it requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage of this Administrative Unit, through offices UBVA/DGABV/506/2012 and UBVA/DGABV/735/2012 dated July 9 and September 27, both in 2012;

By office UBVA/DGABV/662/2013 of September 10, 2013, this Administrative Unit, through the Deputy General Directorate of Banking and Securities, based on the provisions of articles 10 and 32 of the Law to Regulate Financial Groups, in order to be able to resolve what is appropriate regarding the request mentioned in Background 1, requested "Invex Grupo Financiero, S.A. de C.V." to send the First Testimony of the public deeds in which the protocolization of the minutes of the General Shareholders' Meeting in which the acts inherent to the merger in question were agreed upon, in terms of the proposal presented;

In compliance with the aforementioned office UBVA/DGABV/662/2013, by document received in this Administrative Unit on October 8 of the current year, "Invex Grupo Financiero, S.A. de C.V." sent the First Testimony of public deed No. 29,960 dated September 25, 2013, granted before the notary of Lic. Fernando Dávila Rebollar, Public Notary No. 235 of the Federal District, in which the minutes of the Extraordinary General Assembly of "Invex Grupo Financiero, S.A. de C.V." and of "Invex Administración I, S.A. de C.V." are protocolized, both held on September 25 of the past year, in which the acts inherent to the merger in question were agreed upon, and

Considering

That the National Development Plan 2013-2018 establishes as its general objective "To bring Mexico to its maximum potential", contemplating as one of the five National Goals the so-called "Prosperous Mexico", which "seeks to provide favorable conditions for economic development, through a regulation that allows healthy competition between companies and the design of a modern economic promotion policy focused on generating innovation and growth in strategic sectors".

In achieving the stated objective, this Administration places emphasis on three Cross-Cutting Strategies, within which "Democratize Productivity" is found, which means "that opportunities and development reach all regions, all sectors and all population groups";

That it is necessary to promote the development of the framework of free competition and competition in the financial sector, which allows lower costs, better services and greater coverage, which facilitate the population's access to new services and the attention of the needs of a larger universe of the population;

That by office 312-2/12810/2013 dated August 7, 2013, the Board of Directors of the National Banking and Securities Commission authorized the spin-off of "Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero", with said brokerage firm subsisting and a new society constituted under the name of "Invex Administración I, S.A. de C.V." mentioned in Backgrounds 1 and 2 of this office;

That the National Banking and Securities Commission, by office 312-2/12813/2013 of August 8, 2013, received in this Administrative Unit on the 27th of the same month and year, attending to the considerations and background exposed in the same and based on article 10 of the Law to Regulate Financial Groups, stated that it had no objection to this Ministry authorizing "Invex Grupo Financiero, S.A. de C.V." the requested, in terms of its proposal;

That the Bank of Mexico through its communication OFI/S33-002-6953 of July 26, 2013, considering that the acts in question formally comply with the requirements provided for in the applicable provisions, based on article 10 of the Law to Regulate Financial Groups, expressed its favorable opinion in order for this Ministry to authorize what was requested;

That the Deputy General Directorate of Financial Analysis and International Linkage of this Administrative Unit, by office UBVA/DGAAF/130/2012 of November 12, 2012, stated that it found no impediment from the financial point of view that the corresponding authorization be granted to "Invex Grupo Financiero, S.A. de C.V.";

That the request referred to in Background 1 complies with the legal and administrative provisions applicable to the authorization procedures for a financial holding company to merge with another society, and;

That after analyzing the information and documentation presented by "Invex Grupo Financiero, S.A., de C.V.", and after hearing the opinions of the National Banking and Securities Commission, the Bank of Mexico and the Deputy General Directorate of Financial Analysis and International Linkage of this Administrative Unit, as well as having determined the appropriateness of granting the authorization in question, the Ministry of Finance and Public Credit, through this Administrative Unit,

Resolves

First .-

Authorize the merger of "Invex Grupo Financiero, S.A. de C.V." in its capacity as the surviving merging society with "Invex Administración I, S.A. de C.V.", the latter in its capacity as the merged society to be dissolved, in the terms agreed by said societies in their Extraordinary General Shareholders' Meetings held, both on September 25, 2013, as well as in the merger agreement entered into between both societies on that same date, protocolized said instruments through public deed No. 29,960 of September 25, 2013, granted before the notary of Lic. Fernando Dávila Rebollar, Public Notary 235 of the Federal District.

Second .-

In accordance with the provisions of article 10, fraction IV of the Law to Regulate Financial Groups, the merger authorized in Resolutive First will take effect from the date on which this authorization and the merger agreements adopted by the respective Shareholders' Assemblies are registered in the corresponding Public Commerce Registry.

Third .-

Once registered in the Public Commerce Registry, the merger agreements must be published in the Official Gazette of the Federation and in two widely circulated newspapers of the domicile of the societies in question, in accordance with the provisions of article 10, fraction V of the Law to Regulate Financial Groups.

The carrying out of said publications must be notified to this Administrative Unit, attaching a copy of the documentation that accredits, within five business days following the date on which said publications take place.

Fourth .-

In accordance with the provisions of article 10, fraction III of the Law to Regulate Financial Groups, "Invex Grupo Financiero, S.A. de C.V." and "Invex Administración I, S.A. de C.V.", when carrying out the merger authorized in Resolutive First of this office, will ensure at all times the adequate protection of the interests of those with whom they have carried out operations.

The First Testimony of the public deed annexed to its document referred to in Background 4 of this office is returned to "Invex Grupo Financiero, S.A. de C.V.", with the indication that it must inform and send to this Department documentary evidence regarding the date and other data related to the registration it carries out of the same, before the respective Public Commerce Registry, within a period of ten business days counted from the date on which said registration takes place.

This authorization is issued based on the information and documentation provided by "Invex Grupo Financiero, S.A. de C.V." and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, fall within the competence of this Unit of Banking, Securities and Savings and does not prejudge the carrying out of any corporate act that the societies carry out, which implies prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulations and also does not validate acts or operations carried out in contravention of the laws emanating from it.

Without further particulars, I take this opportunity to send you a cordial greeting.

Sincerely

Mexico City, D.F., on November 4, 2013.- The Head of the Unit, Narciso Antonio Capos Cuevas.-

Rubric.

(R.- 423881 )

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